INDEMNIFICATION AGREEMENTIndemnification Agreement • April 9th, 2010 • Charm Communications Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Charm Communications Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Exclusive Agency Agreement...Charm Communications Inc. • April 9th, 2010
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Dated 20 January 2010_...License Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
rights and interest in Beijing Vizeum to the Company. The Transfer of Vizeum Title is subject only to the approval by and registration with the relevant authorities in the PRC. Upon completion of the Transfer of Vizeum Title, Beijing Vizeum will become a direct wholly-owned subsidiary of the Company.
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. SHARE SUBSCRIPTION AGREEMENT...Share Subscription Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:
CHARM COMMUNICATIONS INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2010 • Charm Communications Inc. • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of 20 January 2010, by and among (i) Charm Communications Inc., a company incorporated and existing under the Laws of the Cayman Islands (the “Company”), (ii) Dang He, a PRC citizen with PRC passport number G38016389 (the “Founder”), (iii) Chaview Investments Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Chaview”), (iv) Aegis Media Pacific Ltd., a company incorporated and existing under the laws of England and Wales (“Aegis”), and (v) any other Persons who shall later become signatories to this Agreement (collectively with the Founder, Chaview and Aegis, the “Shareholders”).
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Shanghai Media Group 2010...Charm Communications Inc. • April 9th, 2010
Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows:
CHARM COMMUNICATIONS INC. AMENDMENT NO. 1 TO SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • April 9th, 2010 • Charm Communications Inc.
This Amendment to the Share Subscription Agreement, dated as of July 16, 2008 (the “Subscription Agreement”), by and among Charm Communications Inc., a Cayman Islands company (the “Company”), Dynasty Cayman Limited (“Dynasty”), Swift Rise International Limited (“Swift Rise,” and together with Dynasty, the “Investors”) and other parties listed on the signature page hereof, is made as of August 15, 2008 by and among the Company, the Investors and the other parties set for on the signature page hereof (this “Amendment”). Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Subscription Agreement.
Form of Voting Rights AgreementForm of Voting Rights Agreement • April 9th, 2010 • Charm Communications Inc.
Party B: Nanning Jetlong Technology Co., Ltd. Registered address: Room 507, Floor 5, Maohong Building, No. 15 Chuangxin West Road, Nanning Legal Representative: Dang He
Form of Trademark, Trade Name and Domain Name License Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity]License Agreement • April 9th, 2010 • Charm Communications Inc.
This Trademark, Domain Name and Trade Name License Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:
Form of Equity Pledge Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder]Pledge Agreement • April 9th, 2010 • Charm Communications Inc.
This Equity Pledge Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:
SECOND SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. (as “Company”) MR. DANG HE (as “Founder”) MOVIE-FORWARD LTD. (as “BVI Sub”) JETLONG TECHNOLOGY LIMITED (as “Marshall Sub”) CHARM HONG KONG LIMITED (as “HK Sub”) NANNING JETLONG...Second Share Subscription Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the Parties contained herein, the Parties agree as follows:
Form of Option and Cooperation Agreement among Nanning Jetlong Technology Co., Ltd. [Affiliated Consolidated Entity] and [Nominee Shareholder]Cooperation Agreement • April 9th, 2010 • Charm Communications Inc.
This Option and Cooperation Agreement (this “Agreement”) is entered into on _________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Shanghai Media Group 2009...Charm Communications Inc. • April 9th, 2010
Having each been granted the opportunity to read this Contract, Party A and Party B hereby expressly understand and acknowledge as follows:
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. SECOND AMENDED AND RESTATED...Shareholders Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
This SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) dated as of 20 January 2010 is made by and among Dang He, a PRC citizen with PRC passport No. G38016389 (the “Founder”), Merry Circle Trading Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Merry Circle”), Honour Idea Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Honour Idea”), Chaview Investments Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Chaview”), Aegis Media Pacific Ltd., a company incorporated and existing under the laws of England and Wales (“Aegis”) and Charm Communications Inc., a company established and existing under the Laws of the Cayman Islands (the “Company”).
Form of Exclusive Technology Support Agreement between Nanning Jetlong Technology Co., Ltd. and [Affiliated Consolidated Entity]Technology Support Agreement • April 9th, 2010 • Charm Communications Inc.
This Exclusive Technology Support Agreement (this “Agreement”) is entered into on ________ in Beijing, the People’s Republic of China (the “PRC” or “China”) by and between:
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Shanghai Media Group...Advertising Agency Agreement • April 9th, 2010 • Charm Communications Inc.
SHARE SUBSCRIPTION AGREEMENT by and among CHARM COMMUNICATIONS INC. (as “Company”) MR. DANG HE (as “Founder”) MOVIE-FORWARD LTD. (as “BVI Sub”) JETLONG TECHNOLOGY LIMITED (as “Marshall Sub”) CHARM HONG KONG LIMITED (as “HK Sub”) NANNING JETLONG...Share Subscription Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
The Group Companies engage in the business of television advertising agency, media investment and consultancy, and branding and identity services in the PRC (the “Business”);
CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. DATED 20 January 2010 MEDIA...Shareholders’ Agreement • April 9th, 2010 • Charm Communications Inc. • Hong Kong
